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EXHIBIT 2.1
AMENDMENT NO. 1
TO
ASSET ACQUISITION AGREEMENT
AND
PLAN OF REORGANIZATION
THIS AMENDMENT NO. 1 TO ASSET ACQUISITION AGREEMENT AND PLAN
OF REORGANIZATION (this " Amendment ") is made and
entered into this 6th day of December, 2006, by and between
Tandem Energy Corporation , a Colorado corporation ("
Seller "), Platinum Energy Resources, Inc. , a
Delaware corporation (" Platinum "), and PER Acquisition
Corporation , a Delaware corporation and wholly-owned
subsidiary of Platinum (" Buyer ").
AMENDMENTS
In consideration of the mutual benefits to be derived from this
Amendment, and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, and intending to
be legally bound hereby, the parties hereto hereby agree as
follows:
1. Section 1.01(gg) of the Agreement is hereby deleted in its
entirety and nothing is substituted in its place.
2. The last sentence of Section 2.04 of the Agreement is hereby
deleted in its entirety and the following is substituted in its
place:
"The issuance and delivery of the Platinum Exchange Shares are
intended to be exempt from the registration requirements of the
Securities Act pursuant to 4(2) thereof and Rule 506 of Regulation
D promulgated thereunder; and exempt from the registration or
qualification requirements of any applicable state securities laws.
As a result, the Platinum Exchange Shares may not be offered, sold,
or transferred by the holder thereof until either a registration
statement under the Securities Act or applicable state securities
laws shall have become effective with regard thereto, or an
exemption under the Securities Act and applicable state securities
laws is available with respect to any proposed offer, sale or
transfer.
3. The reference in the first sentence of Section 2.06 of the
Agreement to "thirty (30)" is hereby deleted and "sixty (60)" is
substituted in its place.
4. The last two sentences of Section 3.01 of the Agreement are
hereby deleted in their entirety and the following are substituted
in their place:
"In connection with such meeting of shareholders, Platinum will
solicit proxies from its shareholders and Platinum and Seller will
cooperate with each other (including, without limitation, providing
to each other appropriate information) for the purpose of complying
with the requirements of Regulation 14A under the Exchange Act in
connection with the proxy statement for such meeting. In its
proxy statement, Platinum shall include a recommendation of its
board of directors that its shareholders approve the
Acquisition."
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5. Section 4.01(z) of the Agreement is hereby deleted in its
entirety and the following is substituted in its place:
"(z) Filing Information . The information supplied
by Seller or Seller’s Parent for inclusion in the proxy
statement to be supplied by Platinum to its shareholders shall not
at the time the proxy statement is mailed to Platinum’s
shareholders contain any untrue statement of a material fact or
omit to state any material fact required to be stated in the proxy
statement or necessary in order to make statements in the proxy
statement, in light of the circumstances under which they were
made, not misleading and the information included or supplied by on
or behalf of Seller or Seller’s Parent for inclusion in any
filing Rule 14a-12 under the Exchange Act (each a "14a-12 Filing"),
shall not, on the date the proxy statement is first mailed to
shareholders of Platinum, at the time such 14a-12 Filing is filed
with the SEC, at the time of the Platinum shareholders’
meeting and at the Closing Date contain any statement that, at such
time and in light of the circumstances under which it shall be
made, is false or misleading with respect to any material fact, or
omits to state any material fact necessary in order to make the
statements made in the proxy statement not false or misleading, or
omits to state any material fact necessary to correct any a
statement in any earlier communications with respect to the
solicitation for proxies for the Platinum shareholders’
meeting that has become false or misleading."
6. Section 4.03(h) of the Agreement is hereby deleted in its
entirety and the following is substituted in its place:
"(h) No Investment Company . None of the parties
to the transaction are investment companies as defined in Section
368(a)(2)(F)(iii) of the Code."
7. The following Section 4.01(ff) is hereby added to the
Agreement:
"(ff) Private Placement
(i) Seller has been given access to such documents, records, and
other information and has had adequate opportunity to ask questions
of, and receive answers from, Platinum’s officers and
representatives concerning Platinum’s business, operations,
financial condition, assets, liabilities, and all other matters
relevant to its investment in the shares to be issued to it
hereunder.
(ii) Seller understands that investment in shares of Platinum
Common Stock is a speculative investment involving a high degree of
risk. Seller is aware that there is no guarantee that it will
realize any gain from accepting the Platinum Exchange Shares as
acquisition consideration. Seller is acquiring the Platinum
Exchange Shares for its own account and not with a view to the
distribution thereof in violation of the Securities Act, and any
applicable securities laws of any state; provided, however, all of
the parties hereto acknowledge that it is Seller’s intention,
as well as that of Seller’s Parent, to dissolve as soon as
reasonably possible following the Closing and distribute the
Platinum Exchange Shares to its stockholders.
(iii) Seller is an "accredited investor" as defined in Rule
501(a) of Regulation D promulgated under the Securities Act. Seller
is financially able to bear the economic risk of its decision to
accept the Platinum Exchange Shares as acquisition consideration,
including the ability (but not the intention) to hold the Platinum
Exchange Shares indefinitely or to afford a complete loss of its
investment in the Platinum Exchange Shares. Seller has such
knowledge and experience in financial and business matters as to be
capable of evaluating the merits and risks of an investment in the
shares.
(iv) Seller acknowledges that the certificates for the
securities comprising the Platinum Exch
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